Houlihan Lokey Form 4: Crain Executes 10b5-1 Sale, Retains Voting Trust Holdings

Rhea-AI Filing Summary

Christopher M. Crain, General Counsel of Houlihan Lokey, Inc. (HLI), reported insider transactions dated 09/02/2025. The Form 4 shows he acquired 500 shares of Class B common stock and simultaneously sold 500 shares of Class A common stock at $196.22 per share. After the transactions Crain directly beneficially owns 0 Class A shares; he retains indirect beneficial ownership of 53,438 Class A shares through the HL Voting Trust where he retains investment control and dispositive power. The sale was executed under a Rule 10b5-1 trading plan adopted on 11/18/2024.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-arranged trading and reduced appearance of opportunistic insider timing
• Reporting of indirect ownership via HL Voting Trust clarifies that the reporting person retains investment control and dispositive power over 53,438 Class A shares

Negative

• Direct beneficial ownership of Class A common stock reduced to 0 after the reported sale of 500 shares
• Sale of 500 shares at $196.22 represents insider liquidity that could be viewed negatively by some investors, though materiality is not stated

Insights

Financial Analyst

TL;DR: Insider sold 500 Class A shares under a 10b5-1 plan; retains significant indirect exposure via voting trust.

The reported sale of 500 Class A shares at $196.22 was conducted pursuant to a pre-established Rule 10b5-1 plan, which indicates the trade was pre-planned rather than opportunistic. The simultaneous acquisition of 500 Class B shares (convertible one-for-one into Class A) leaves Crain with no direct Class A holdings but maintains economic exposure through the HL Voting Trust's 53,438 Class A shares, over which he retains investment control. For investors, this reflects routine insider liquidity while preserving aligned economic interest through the voting trust.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting and 10b5-1 procedures; voting trust arrangement maintains governance influence.

The Form 4 discloses both the use of a Rule 10b5-1 plan and the retention of investment control over shares in a voting trust, demonstrating compliance with reporting requirements and continued governance influence despite the direct holding reduction. The filing clearly states conversion terms for Class B shares and the role of the HL Voting Trust, which is important for assessing control and voting power. No unusual amendments or complex derivatives are reported beyond the convertible Class B shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CRAIN CHRISTOPHER M

(Last) (First) (Middle)

C/O HOULIHAN LOKEY, INC.

10250 CONSTELLATION BLVD., 5TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HOULIHAN LOKEY, INC. [ HLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
CLASS A COMMON STOCK	09/02/2025		C(1)		500	A	$0	500	D
CLASS A COMMON STOCK	09/02/2025		S(2)		500	D	$196.22	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
CLASS B COMMON STOCK	(1)	09/02/2025		C			500	(1)	(1)	CLASS A COMMON STOCK	500	$0	0	D
CLASS B COMMON STOCK	(1)							(1)	(1)	CLASS A COMMON STOCK	53,438		53,438	I(3)	BY HL VOTING TRUST

Explanation of Responses:

1. Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the holder, upon any transfer, and automatically upon the Final Conversion Date (as defined in the Issuer's Registration Statement on Form S-1, as amended (No. 333-205610) concerning the Issuer's initial public offering). The Class B Common Stock has no expiration date.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.

3. The shares are held by the HL Voting Trust (the "Voting Trust"). The reporting person retains investment control and dispositive power over the shares deposited into the Voting Trust.

Remarks:

	/s/ J. Lindsey Alley, Attorney-in-Fact for Christopher M. Crain	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Christopher M. Crain report on Form 4 for HLI?

He acquired 500 Class B shares and sold 500 Class A shares on 09/02/2025; the sale price for the Class A shares was $196.22 per share.

Were the trades by the HLI reporting person part of a Rule 10b5-1 plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 11/18/2024.

How many HLI shares does Crain beneficially own after these transactions?

Directly: 0 Class A shares. Indirectly: 53,438 Class A shares held by the HL Voting Trust, over which he retains investment control and dispositive power.

What is the conversion relationship between HLI Class B and Class A shares?

Class B shares convert one-for-one into Class A shares at the holder's option upon transfer and automatically upon the issuer's Final Conversion Date; Class B shares have no expiration date.

Who filed the Form 4 on behalf of Christopher Crain and when?

The Form 4 was signed by J. Lindsey Alley, Attorney-in-Fact for Christopher M. Crain and dated 09/03/2025.